In the United States, Blacks continue to be disproportionately impacted by HIV/AIDS. They account for only 13% of the population, yet comprise 51% of new HIV/AIDS cases diagnoses between 2001-2004.65 Black men who have sex with men (MSM), whether they identify themselves as gay, bisexual, or heterosexual are the group most severely impacted by HIV as compared to other high-risk groups. 4 This is particularly true in Chicago, an MSA that ranked fourth among U.S. metropolitan areas in AIDS case rates among Black males in 2004 (the most recent data available).4 Male to male sexual contact is the primary mode of transmission for Black men in Chicago. In 2005, 44% of AIDS cases in Chicago were among MSM and 59% of cases among MSM were Black. The proposed study addresses the HIV prevention needs of Black bisexually-active men (BMSMW) by developing and testing a theoretically based, culturally and contextually appropriate health promotion and HIV risk reduction intervention, Project POWER. POWER, designed to be delivered through face-to-face (FtF) interactions or through the internet in real time, consists of 4 weekly sessions lasting from 60 to 90 minutes. The current application builds on prior successful collaborations between the Senior (Fernandez) and junior (Hosek) investigators, the experienced research team and TaskForce (a CBO with long history of service to BMSMW in the Chicago MSA). We will first finalize the development of POWER in the two delivery modalities and adapt the health promotion control intervention (HEALTH) for BMSMW. We will then conduct a randomized control trial (RCT) to test the acceptability, feasibility and preliminary efficacy of POWER in the two delivery modalities compared with HEALTH. Using respondent driven sampling, we will recruit 300 BMSMW and randomly assign them to one of the 3 conditions. Participants will complete behavioral assessments using ACASI and provide urine and blood specimens to test for chlamydia, gonorrhea, and syphilis at baseline, immediate post and 3 month post intervention. In addition to examining reductions in unprotected anal and/or vaginal sex episodes, we will examine contextual and cultural factors that may be associated with risk and protection in BMSMW. Throughout the project period, we will collaborate with the multi-site study team by participating in scheduled conference calls, attending meetings, completing assigned tasks, preparing manuscripts, presenting at local, national and international meetings and other work of relevance to the initiative. [unreadable] [unreadable] [unreadable]